TRANSCAT INC 10-Q

trns20230627_10q.htm     Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________   FORM 10-Q (Mark one) ☑   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 24, 2023   or   ☐   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   For the transition period from                     to                     Commission File Number: 000-03905             TRANSCAT, INC. (Exact name of registrant as specified in its charter)   Ohio 16-0874418 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)   35 Vantage Point Drive , Rochester , New York 14624 (Address of principal executive offices) (Zip Code)   ( 585 ) 352-7777 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.50 par value TRNS Nasdaq Global Market   Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☑   No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑   No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐     If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☑   The number of shares of common stock, par value $0.50 per share, of the registrant outstanding as of July 28, 2023 was 7,687,851 .   Table of Contents         Page(s) PART I. FINANCIAL INFORMATION         Item 1. Consolidated Financial Statements:           Statements of Income for the First Quarter Ended June 24, 2023 and June 25, 2022 1         Statements of Comprehensive Income for the First Quarter Ended June 24, 2023 and June 25, 2022 2         Balance Sheets as of June 24, 2023 and March 25, 2023 3         Statements of Cash Flows for the First Quarter Ended June 24, 2023 and June 25, 2022 4         Statements of Changes in Shareholders’ Equity for the First Quarter Ended June 24, 2023 and June 25, 2022 5         Notes to Consolidated Financial Statements 6       Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18       Item 3. Quantitative and Qualitative Disclosures about Market Risk 27       Item 4. Controls and Procedures 27       PART II. OTHER INFORMATION         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28       Item 6. Exhibits 29       SIGNATURES 30     Table of Contents     PART I. FINANCIAL INFORMATION   ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS   TRANSCAT, INC. CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Amounts)       (Unaudited)       First Quarter Ended       June 24,     June 25,       2023     2022                     Service Revenue   $ 39,853     $ 33,876   Distribution Sales     20,745       20,785   Total Revenue     60,598       54,661                     Cost of Service Revenue     26,882       23,041   Cost of Distribution Sales     15,006       15,582   Total Cost of Revenue     41,888       38,623                     Gross Profit     18,710       16,038                     Selling, Marketing and Warehouse Expenses     6,469       5,820   General and Administrative Expenses     7,601       6,614   Total Operating Expenses     14,070       12,434                     Operating Income     4,640       3,604                     Interest and Other Expense, net     878       156                     Income Before Income Taxes     3,762       3,448   Provision for Income Taxes     813       376                     Net Income   $ 2,949     $ 3,072                     Basic Earnings Per Share   $ 0.39     $ 0.41   Average Shares Outstanding     7,622       7,535                     Diluted Earnings Per Share   $ 0.38     $ 0.40   Average Shares Outstanding     7,762       7,629     See accompanying notes to consolidated financial statements.     1 Table of Contents     TRANSCAT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands)       (Unaudited)       First Quarter Ended       June 24,     June 25,       2023     2022   Net Income   $ 2,949     $ 3,072                     Other Comprehensive Income (Loss):                 Currency Translation Adjustment     476       ( 440 ) Other, net of tax effects of $ 2 and $( 4 ) for the first quarter ended June 24, 2023 and June 25, 2022, respectively;     6       ( 13 ) Total Other Comprehensive Income (Loss)     482       ( 453 )                   Comprehensive Income   $ 3,431     $ 2,619     See accompanying notes to consolidated financial statements.   2 Table of Contents     TRANSCAT, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and Per Share Amounts)       (Unaudited)     (Audited)       June 24,     March 25,       2023     2023   ASSETS                 Current Assets:                 Cash   $ 2,149     $ 1,531   Accounts Receivable, less allowance for doubtful accounts of $ 515 and $ 457 as of June 24, 2023 and March 25, 2023, respectively     42,356       44,698   Other Receivables     527       506   Inventory, net     15,177       16,929   Prepaid Expenses and Other Current Assets     3,393       3,935   Total Current Assets     63,602       67,599   Property and Equipment, net     30,186       29,064   Goodwill     77,051       69,360   Intangible Assets, net     15,144       13,799   Right To Use Assets, net     16,280       14,876   Other Assets     1,066       1,051   Total Assets   $ 203,329     $ 195,749                     LIABILITIES AND SHAREHOLDERS' EQUITY                 Current Liabilities:                 Accounts Payable   $ 11,564     $ 15,869   Accrued Compensation and Other Current Liabilities     9,290       10,201   Income Taxes Payable     601       -   Current Portion of Long-Term Debt     2,270       2,248   Total Current Liabilities     23,725       28,318   Long-Term Debt     46,090       46,869   Deferred Tax Liabilities, net     7,184       6,538   Lease Liabilities     14,170       12,960   Other Liabilities     1,440       1,434   Total Liabilities     92,609       96,119                     Shareholders' Equity:                 Common Stock, par value $ 0.50 per share, 30,000,000 shares authorized; 7,643,099 and 7,562,604 shares issued and outstanding as of June 24, 2023 and March 25, 2023, respectively     3,822       3,781   Capital in Excess of Par Value     35,717       27,886   Accumulated Other Comprehensive Loss     ( 718 )     ( 1,200 ) Retained Earnings     71,899       69,163   Total Shareholders' Equity     110,720       99,630   Total Liabilities and Shareholders' Equity   $ 203,329     $ 195,749     See accompanying notes to consolidated financial statements.   3 Table of Contents     TRANSCAT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)       (Unaudited)       First Quarter Ended       June 24,     June 25,       2023     2022   Cash Flows from Operating Activities:                 Net Income   $ 2,949     $ 3,072   Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:                 Net Loss on Disposal of Property and Equipment     8       10   Deferred Income Taxes     44       ( 23 ) Depreciation and Amortization     2,790       2,641   Provision for Accounts Receivable and Inventory Reserves     138       88   Stock-Based Compensation Expense     930       828   Changes in Assets and Liabilities, net of acquisitions:                 Accounts Receivable and Other Receivables     3,115       1,578   Inventory     1,950       ( 2,118 ) Prepaid Expenses and Other Current Assets     531       432   Accounts Payable     ( 4,315 )     ( 1,218 ) Accrued Compensation and Other Current Liabilities     ( 1,203 )     ( 3,247 ) Income Taxes Payable     599       -   Net Cash Provided by Operating Activities     7,536       2,043                     Cash Flows from Investing Activities:                 Purchases of Property and Equipment     ( 2,767 )     ( 2,399 ) Proceeds from Sale of Property and Equipment     -       10   Business Acquisitions, net of cash acquired     ( 2,869 )     ( 4,040 ) Net Cash Used in Investing Activities     ( 5,636 )     ( 6,429 )                   Cash Flows from Financing Activities:                 (Repayments of) Proceeds from Revolving Credit Facility, net     ( 204 )     3,816   Repayments of Term Loan     ( 553 )     ( 490 ) Issuance of Common Stock     199       221   Repurchase of Common Stock     ( 301 )     ( 437 ) Net Cash (Used in) Provided by Financing Activities     ( 859 )     3,110                     Effect of Exchange Rate Changes on Cash     ( 423 )     323                     Net Increase (Decrease) in Cash     618       ( 953 ) Cash at Beginning of Period     1,531       1,396   Cash at End of Period   $ 2,149     $ 443                     Supplemental Disclosure of Cash Flow Activity:                 Cash paid during the period for:                 Interest   $ 816     $ 322   Income Taxes, net   $ 107     $ 117   Supplemental Disclosure of Non-Cash Investing and Financing Activities:                 Common stock issued for acquisitions   $ 6,831     $ 145   Assets acquired and liabilities assumed in business combinations:                 Accrued holdback consideration related to Alliance acquisition   $ -     $ 518     See accompanying notes to consolidated financial statements.   4 Table of Contents     TRANSCAT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY (In Thousands, Except Par Value Amounts) (Unaudited)                       Capital                               Common Stock     In     Accumulated                       Issued     Excess     Other                       $0.50 Par Value     of Par     Comprehensive     Retained               Shares     Amount     Value     Income (Loss)     Earnings     Total   Balance as of March 26, 2022     7,529     $ 3,765     $ 23,900     $ ( 233 )   $ 58,744     $ 86,176   Issuance of Common Stock     8       3       363       -       -       366   Repurchase of Common Stock     ( 7 )     ( 3 )     ( 164 )     -       ( 270 )     ( 437 ) Stock-Based Compensation     16       8       820       -       -       828   Other Comprehensive Loss     -       -       -       ( 453 )     -       ( 453 ) Net Income     -       -       -       -       3,072       3,072   Balance as of June 25, 2022     7,546     $ 3,773     $ 24,919     $ ( 686 )   $ 61,546     $ 89,552                         Capital                               Common Stock     In     Accumulated                       Issued     Excess     Other                       $0.50 Par Value     of Par     Comprehensive     Retained               Shares     Amount     Value     Income (Loss)     Earnings     Total   Balance as of March 25, 2023     7,562     $ 3,781     $ 27,886     $ ( 1,200 )   $ 69,163     $ 99,630   Issuance of Common Stock     82       42       6,988       -       -       7,030   Repurchase of Common Stock     ( 3 )     ( 2 )     ( 86 )     -       ( 213 )     ( 301 ) Stock-Based Compensation     2       1       929       -       -       930   Other Comprehensive Income     -       -       -       482       -       482   Net Income     -       -       -       -       2,949       2,949   Balance as of June 24, 2023     7,643     $ 3,822     $ 35,717     $ ( 718 )   $ 71,899     $ 110,720     See accompanying notes to consolidated financial statements.   5 Table of Contents   TRANSCAT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)     NOTE 1 – GENERAL   Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our” or the “Company”) is a leading provider of accredited calibration services, enterprise asset management services, and value-added distributor of professional grade handheld test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.   Basis of Presentation: Transcat’s unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X of the Securities and Exchange Commission (“SEC”). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended  March 25, 2023 (“fiscal year 2023 ”) contained in the Company’s Annual Report on Form 10 -K for fiscal year 2023 filed with the SEC.   Use of Estimates: The preparation of Transcat’s Consolidated Financial Statements in accordance with GAAP requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for doubtful accounts and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of major catalogs and intangible assets, fair value of the goodwill reporting units, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Consolidated Financial Statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements.   Revenue Recognition: Distribution sales are recorded when an order’s title and risk of loss transfers to the customer, which is generally upon shipment. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing customers’ calibration programs in which the Company recognizes revenue over time using the output method-time elapsed as this portrays the transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. The Company generally invoices its customers for freight, shipping, and handling charges. Freight billed to customers is included in revenue. Shipping and handling is not included in revenue. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data.   Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, we use judgments that could potentially impact both the timing of our satisfaction of performance obligations and our determination of transaction prices used in determining revenue recognized. Such judgments include considerations in determining our transaction prices and when our performance obligations are satisfied for our standard product sales that include general payment terms that are between net 30 and 90 days.   6 Table of Contents   Revenue recognized from prior period performance obligations for the  first quarter of the fiscal year ending March 30, 2024 ( “fiscal year 2024 ”) was immaterial. As of June 24, 2023 , the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to ASC Topic 606, the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of June 24, 2023 and March 25, 2023 were immaterial. See Note 4 for disaggregated revenue information.   Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At each of June 24, 2023 and March 25, 2023 , investment assets totaled $ 0.2 million, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets.   Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of awards expected to vest. Excess tax benefits for share-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first quarter of fiscal year 2024 and fiscal year 2023 , the Company recorded non-cash stock-based compensation cost of $ 0.9 million and $ 0.8 million, respectively, in the Consolidated Statements of Income.   Foreign Currency Translation and Transactions: The accounts of Cal OpEx Limited (d/b/a Transcat Ireland), an Irish company, and Transcat Canada Inc., both of which are wholly-owned subsidiaries of the Company, are maintained in the local currencies, the Euro and the Canadian dollar, respectively, and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Cal OpEx Limited’s and Transcat Canada Inc.’s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders’ equity.   Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency gain was $ 0.1 million in the first quarter of fiscal year 2024 and $ 0.2 million in the first quarter of fiscal year 2023 . The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $ 0.1  million during the first quarter of each of fiscal years 2024 and 2023 , was recognized as a component of Interest and Other Expenses, net in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On June 24, 2023 , the Company had a foreign exchange contract, which matured in July  2023, outstanding in the notional amount of $ 2.5 million. This contract was subsequently renewed and remains in place. The Company does not use hedging arrangements for speculative purposes.   Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, proceeds received from the exercise of options and unvested restricted stock units are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding.   7 Table of Contents   For the first quarter of each of fiscal years  2024  and fiscal year 2023, the net additional common stock equivalents had a ($ 0.01 ) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows (amounts in thousands):       First Quarter Ended       June 24,     June 25,       2023     2022   Average Shares Outstanding – Basic     7,622       7,535   Effect of Dilutive Common Stock Equivalents     140       94   Average Shares Outstanding – Diluted     7,762       7,629   Anti-dilutive Common Stock Equivalents     57       145     Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment for each reporting unit on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value to determine whether it is necessary to perform the two -step goodwill impairment test. If a quantitative test is deemed necessary, a discounted cash flow analysis is prepared to estimate fair value.   Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows (amounts in thousands):       Goodwill     Intangible Assets       Distribution     Service     Total     Distribution     Service     Total   Net Book Value as of March 25, 2023   $ 11,458     $ 57,902     $ 69,360     $ 448     $ 13,351     $ 13,799   Additions     -       7,438       7,438       -       2,435       2,435   Amortization     -       -       -       ( 37 )     ( 1,056 )     ( 1,093 ) Currency Translation Adjustment     -       253       253       -       3       3   Net Book Value as of June 24, 2023   $ 11,458     $ 65,593     $ 77,051     $ 411     $ 14,733     $ 15,144     Recently Adopted Accounting Pronouncements: In June 2016, the Financial Accounting Standard Board (“FASB”) issued ASU 2016 - 13, Financial Instruments - Credit Losses (Topic 326 ), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Allowance for doubtful accounts is the most significant item for the Company under this ASU. The Company adopted ASU 2016 - 13 effective on March 26, 2023.  The adoption of this standard did not have a material impact on our consolidated financial statements.   8 Table of Contents     NOTE 2 – LONG-TERM DEBT   On July 7, 2021, the Company entered into the Second Amended and Restated Credit Facility Agreement (the “Credit Agreement”) with Manufacturers and Traders Trust Company (“M&T”), that amended and restated in its entirety the Company’s prior credit agreement with M&T.   The Credit Agreement provides for a revolving credit commitment (the “Revolving Credit Commitment”) of $ 80.0 million through June 2026, with a letter of credit subfacility of $ 10.0 million.  The Company's 2018 term loan, with an original principal amount of $ 15.0 million (the "2018 Term Loan"), is also provided for under the Credit Agreement.   The Credit Agreement allows the Company to use up to $ 50.0 million under the Revolving Credit Commitment for acquisitions in any single fiscal year.  The Credit Agreement restricts the Company's ability to complete acquisitions of businesses with a principal place of business located in the United Kingdom or the European Union to an aggregate purchase price of $ 40.0 million during the term of the Credit Agreement, if the acquisition is financed directly or indirectly with the Revolving Credit Commitment.   Under the Credit Agreement, the Company may make restricted payments up to $ 25.0 million in the aggregate over the term of the Credit Agreement and $ 10.0 million in any single fiscal year to repurchase shares and pay dividends.   As of June 24, 2023 , $ 37.5 million was available for borrowing under the revolving credit facility, with $ 42.5  million outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first quarter of fiscal year 2024 , $ 2.9 million was used for one business acquisition.   As of June 24, 2023 , $ 5.9 million was outstanding on the 2018 Term Loan, of which $ 2.3 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total amortizing repayments (principal plus interest) of $ 0.2 million per month through its maturity date in December 2025.   Interest and Other Costs: Interest on outstanding borrowings under the revolving credit facility accrue, at Transcat’s election, at either the variable one -month London Interbank Offered Rate ("LIBOR") or a fixed rate for a designated period at the LIBOR corresponding to such period (subject to a 0.25 % floor), in each case, plus a margin.  Unused fees accrue based on the average daily amount of unused credit available on the revolving credit facility. Interest rate margins and unused fees are determined on a quarterly basis based upon the Company’s calculated leverage ratio. The Company’s interest rate for the revolving credit facility for the first quarter of fiscal year  2024 ranged from 6.4 % to 6.9 %.  Interest on outstanding borrowings under the 2018 Term Loan accrue at a fixed rate of 3.90 % over the term of the loan.  The Credit Agreement includes a mechanism for the adoption of a different benchmark rate upon the discontinuance of LIBOR.  The Company was notified by M&T that effective July 1, 2023, LIBOR was discontinued and replaced with the Daily Simple SOFR plus applicable Benchmark Replacement Adjustment.   Covenants: The Credit Agreement has certain covenants with which the Company must comply, including a fixed charge ratio covenant, which prohibits the Company's fixed charge ratio from being less than 1.15 to 1.00, and a leverage ratio covenant, which prohibits the Company's leverage ratio from exceeding 3.00 to 1.00. The Company was in compliance with all loan covenants and requirements during the  first quarter of fiscal year 2024 . The Company's leverage ratio, as defined in the Credit Agreement, was 1.50  at June 24, 2023 , compared with 1.60  at March 25, 2023 .   Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the revolving credit facility.   9 Table of Contents     NOTE 3 – STOCK-BASED COMPENSATION   In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 Plan provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At June 24, 2023 , 0.6  million shares of common stock were available for future grant under the 2021 Plan.   The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first quarter of fiscal year 2024 and fiscal year  2023 were $ 0.1 million and $ 0.5 million, respectively.   Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested, or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share targets over the eligible period.   Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.   The following table summarizes the non-vested restricted stock units outstanding as of June 24, 2023 (in thousands, except per unit data):           Total     Grant Date   Estimated         Number     Fair   Level of Date   Measurement   of Units     Value   Achievement at Granted   Period   Outstanding     Per Unit   June 24, 2023 October 2018   October 2018 – September 2027   6     $ 20.81   Time Vested July 2020   July 2020 – July 2023   26     $ 27.08   Time Vested September 2020   September 2020 – July 2023   4     $ 28.54   Time Vested September 2020   September 2020 – July 2023   5     $ 29.76   Time Vested September 2020   September 2020 – September 2023   3     $ 29.76   Time Vested June 2021   June 2021 – March 2024   10     $ 53.17   133% of target level June 2021   June 2021 – March 2024   11     $ 53.17   Time Vested September 2021   September 2021 – September 2024   4     $ 67.76   Time Vested January 2022   January 2022 – March 2024   1     $ 90.92   133% of target level January 2022   January 2022 – March 2024   1     $ 90.92   Time Vested January 2022   January 2022 – January 2025   1     $ 90.41   Time Vested March 2022   March 2022 – March 2025   1     $ 76.31   Time Vested May 2022   May 2022 – March 2025   11     $ 63.17   52% of target level May 2022   May 2022 – March 2025   12     $ 63.17   Time Vested August 2022   August 2022 – August 2025   1     $ 78.04   Time Vested September 2022   September 2022 – September 2023   5     $ 73.80   Time Vested December 2022   December 2022 – December 2025   1     $ 81.26   Time Vested December 2022   December 2022 – December 2025   1     $ 67.48   Time Vested May 2023   May 2023 – March 2026   10     $ 89.70   100% of target level May 2023   May 2023 – March 2026   11     $ 89.70   Time Vested May 2023   May 2023 – May 2026   19     $ 89.70   Time Vested   10 Table of Contents   Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $ 0.6 million and $ 0.4  million in the first quarter of fiscal year  2024 and fiscal year 2023 , respectively. As of June 24, 2023 , unearned compensation, to be recognized over the grants’ respective service periods, totaled $ 4.6 million.   Stock Options: The Company grants stock options to employees and directors with an exercise price equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant.   We calculate the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during the first quarter of fiscal year 2024 and fiscal year 2023 :       Three Months Ended       June 24,     June 25,       2023     2022                     Risk-Free Interest Rate     3.43 %     2.32 % Volatility Factor     37.16 %     38.11 % Expected Term (in Years)     6.19       3.32   Annual Dividend Rate     0.00 %     0.00 %   We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. We assume no expected dividends. Under FASB ASC Topic 718, “Compensation – Stock Compensation”, the Company has elected to account for forfeitures as they occur.   During the first quarter of fiscal year 2024 , the Company granted options for 6,000 shares of common stock in the aggregate to Company employees that vest over three years and an option for 10,000 shares of common stock to a Company employee that vests over five years.   During the first quarter of fiscal year 2023 , the Company granted options for 34,000 shares of common stock in the aggregate to Company employees that vest over three years.   The expense related to all stock option awards was $ 0.3 million in the first quarter of fiscal year 2024 and $ 0.4  million in the first quarter of fiscal year 2023 .   11 Table of Contents   The following table summarizes the Company’s options as of and for the first quarter ended June 24, 2023 (in thousands, except price per option data and years):               Weighted     Weighted                       Average     Average               Number     Exercise     Remaining     Aggregate       Of     Price Per     Contractual     Intrinsic       Options     Option     Term (in years)     Value   Outstanding as of March 25, 2023     217     $ 56.25                   Granted     16     $ 83.59                   Exercised     ( 3 )   $ 24.30                   Forfeited     ( 2 )   $ 63.17                   Outstanding as of June 24, 2023     228     $ 58.45       6     $ 6,579   Exercisable as of June 24, 2023     42     $ 49.59       6     $ 1,563     The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the  first quarter of fiscal year 2024 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on June 24, 2023 . The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.   Total unrecognized compensation cost related to non-vested stock options as of June 24, 2023 was $ 2.1 million, which is expected to be recognized over a period of three years. The aggregate intrinsic value of stock options exercised during the first quarter of each of fiscal year 2024 and fiscal year 2023 was $ 0.2 million. Cash received from the exercise of options in the first quarter of each of fiscal year 2024 and fiscal year 2023 was less than $ 0.1 million.   12 Table of Contents     NOTE 4 – SEGMENT INFORMATION   The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Transcat has two reportable segments: Service and Distribution. Through our Service segment, we offer calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services. Through our Distribution segment, we sell and rent national and proprietary brand instruments to customers globally. The Company has no inter-segment sales. We believe that reporting performance at the operating income level is the best indicator of segment performance. The following table presents segment and geographic data for the  first quarter of fiscal year 2024 and fiscal year 2023 (dollars in thousands):       First Quarter Ended       June 24,     June 25,       2023     2022   Revenue:                 Service   $ 39,853     $ 33,876   Distribution     20,745       20,785   Total     60,598       54,661                     Gross Profit:                 Service     12,971       10,835   Distribution     5,739       5,203   Total     18,710       16,038                     Operating Expenses:                 Service (1)     9,779       8,303   Distribution (1)     4,291       4,131   Total     14,070       12,434                     Operating Income:                 Service     3,192       2,532   Distribution     1,448       1,072   Total     4,640       3,604                     Unallocated Amounts:                 Interest and Other Expense, net     878       156   Provision for Income Taxes     813       376   Total     1,691       532                     Net Income   $ 2,949     $ 3,072                     Geographic Data:                 Revenues to Unaffiliated Customers (2)                 United States (3)   $ 54,257     $ 48,998   Canada     4,247       3,986   Other International     2,094       1,677   Total   $ 60,598     $ 54,661     ( 1 ) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. ( 2 ) Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. ( 3 ) United States includes Puerto Rico.   13 Table of Contents     NOTE 5 – BUSINESS ACQUISITIONS   TIC-MS : Effective March 27, 2023, Transcat purchased all of the outstanding capital stock of TIC-MS, Inc. (“TIC-MS”), a Missouri based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.   The TIC-MS goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All the goodwill and intangible assets relating to the TIC-MS acquisition has been allocated to the Service segment. Intangible assets related to the TIC-MS acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to fifteen years and are not deductible for tax purposes. Amortization of goodwill related to the TIC-MS acquisition is not deductible for tax purposes.   The purchase price for TIC-MS was approximately $ 9.8 million and was paid with $ 2.9 million in cash, including $ 0.5 million placed in escrow for certain post-closing adjustments and indemnification claims, if any, and the issuance of 77,387 shares of our common stock valued at $ 6.8 million. Pursuant to the asset purchase agreement, the purchase price will be subject to reduction by up to $ 0.5 million if a key customer relationship is not retained through March 27, 2024.   The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments, assets acquired, and liabilities assumed. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of TIC-MS's assets and liabilities acquired on March 27, 2023 ( in thousands):   Goodwill   $ 7,438   Intangible Assets – Customer Base & Contracts     2,303   Intangible Assets – Covenant Not to Compete     132           9,873   Plus: Cash     80     Accounts Receivable     470     Property and Equipment     77   Less: Current Liabilities     ( 118 )   Deferred Tax Liability     ( 602 ) Total Purchase Price   $ 9,780     From the date of acquisition through the end of the first quarter of fiscal year 2024, TIC-MS has contributed revenue of $ 0.9 million and operating income of $ 0.4  million, which includes the negative impact of amortization of the acquired intangible assets.   Elite : Effective February 2, 2023, Transcat acquired substantially all of the assets of Elite Calibration LLC (“Elite”), a California based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that can leverage the Company’s already existing operating infrastructure.   All the goodwill related to the Elite acquisition has been allocated to the Service segment. Amortization of goodwill related to the Elite acquisition is deductible for tax purposes.  The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition.   The total purchase price for the assets of Elite was approximately $ 0.9 million, of which $ 0.8 million was paid in cash. Pursuant to the asset purchase agreement, the Company held back $ 0.1 million of the purchase price for certain potential post-closing adjustments.  The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Elite’s assets and liabilities acquired on February 2, 2023 ( in thousands):   Goodwill   $ 820   Plus: Accounts Receivable     62   Total Purchase Price   $ 882     Since this operation was integrated immediately into our existing operations, its separate contributed revenue and operating income is undeterminable.   14 Table of Contents   Complete Calibrations : Effective September 28, 2022, Transcat purchased all of the outstanding capital stock of Galium Limited (d/b/a Complete Calibrations) ("Complete Calibrations"), an Irish company.  This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.    All the goodwill related to the Complete Calibrations acquisition has been allocated to the Service segment. Amortization of goodwill related to the Complete Calibrations acquisition is not deductible for tax purposes.  The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition.   The total purchase price paid for Complete Calibrations was approximately $ 1.2 million in cash.  In connection with this transaction, the Company also entered into a Technology License Agreement with Calibration Robots Limited, an Irish company and related party to Complete Calibrations, for the use of their proprietary robotics in completing calibrations.  The Technology License Agreement includes transactional royalties in the amount of 3 Euros ($ 3.27 ) per calibration performed by technology covered under this license agreement, with a royalty term of up to ten years commencing from the earlier of (i) the date on which cumulative revenue earned from technology covered under this license agreement equals 0.75 million Euros ($ 0.82  million), and (ii) March 28, 2024.  In addition to the transactional royalties, as long as a key employee is employed by the Company, there is an annual royalty fee of 0.1 million Euros ($ 0.11 million).  For purposes of this paragraph, we used a conversion rate of 1.0895 to convert Euro to U.S. dollar as of June 24, 2023.   The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Complete Calibrations’ assets and liabilities acquired on September 28, 2022 ( in thousands):   Goodwill   $ 1,123   Plus: Cash     10     Inventory     44   Total Purchase Price   $ 1,177     During the first quarter of fiscal year 2024, Complete Calibrations has contributed revenue of $ 0.1 million and operating loss of less than $ 0.1 million.   e2b : Effective September 27, 2022, Transcat acquired substantially all of the assets of e2b Calibration ( “e2b” ), an Ohio based provider of calibration services.  This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.    The e2b goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All the goodwill and intangible assets relating to the e2b acquisition has been allocated to the Service segment. Intangible assets related to the e2b acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to fifteen years and are deductible for tax purposes. Amortization of goodwill related to the e2b acquisition is deductible for tax purposes.   The total purchase price paid for the assets of e2b was approximately $ 3.1  million in cash.  Pursuant to the asset purchase agreement, the Company held back $ 0.9 million of the purchase price in escrow for certain potential post-closing adjustments.  During the third quarter of fiscal year 2023, $ 0.6 million of the escrow was released to the sellers.  As of June 24, 2023, $ 0.3 million remains in escrow.       15 Table of Contents   The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of e2b’s assets and liabilities acquired on September 27, 2022 ( in thousands):   Goodwill   $ 1,367   Intangible Assets – Customer Base & Contracts     746   Intangible Assets – Covenant Not to Compete     396           2,509   Plus: Accounts Receivable     361     Other Current Assets     24     Property and Equipment     326   Less: Current Liabilities     ( 121 ) Total Purchase Price   $ 3,099     During the first quarter of fiscal year 2024, e2b has contributed revenue of $ 0.8  million and operating income of $ 0.1 million, which includes the negative impact of amortization of the acquired intangible assets.   Alliance : Effective May 31, 2022, Transcat acquired substantially all of the assets of Charlton Jeffmont Inc., Raitz Inc. and Toolroom Calibration Inc. d/b/a Alliance Calibration (“Alliance”), an Ohio based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.   The Alliance goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All the goodwill and intangible assets relating to the Alliance acquisition has been allocated to the Service segment. Intangible assets related to the Alliance acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to fifteen years and are deductible for tax purposes. Amortization of goodwill related to the Alliance acquisition is deductible for tax purposes.   The purchase price for Alliance was approximately $ 4.7 million and was paid with $ 4.0 million in cash and the issuance of 2,284 shares of our common stock valued at $ 0.1 million. Pursuant to the asset purchase agreement, the Company held back $ 0.5 million of the purchase price for certain potential post-closing adjustments, and the purchase price will be subject to reduction by $ 0.5 million if a key customer relationship is not retained.   The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Alliance’s assets and liabilities acquired on May 31, 2022 ( in thousands):   Goodwill   $ 1,783   Intangible Assets – Customer Base & Contracts     2,320   Intangible Assets – Covenant Not to Compete     114           4,217   Plus: Accounts Receivable     343     Property and Equipment     170   Less: Current Liabilities     ( 27 ) Total Purchase Price   $ 4,703     During the first quarter of fiscal year 2024, Alliance has contributed revenue of $ 0.6 million and operating income of $ 0.2  million, which includes the negative impact of amortization of the acquired intangible assets.   16 Table of Contents   The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisitions of TIC-MS, Elite, Complete Calibrations, e2b  and Alliance had occurred at the beginning of fiscal year 2023. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods.       (Unaudited)       First Quarter Ended   (in thousands except per share information)   June 24, 2023     June 25, 2022                     Total Revenue   $ 60,598     $ 56,829   Net Income   $ 2,964     $ 3,270   Basic Earnings Per Share   $ 0.39     $ 0.43   Diluted Earnings Per Share   $ 0.38     $ 0.43     Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition.  As of June 24, 2023 , no contingent consideration and $ 0.1  million of other holdback amounts unpaid are reflected in current liabilities on the Consolidated Balance Sheets. During the first quarter of fiscal year 2024 , no  contingent consideration and $ 0.3 million of other holdback amounts were paid.  During the first quarter of fiscal year 2023 , no contingent consideration or other holdback amounts were paid.   During the first quarter of fiscal year  2024  and fiscal year 2023, acquisition costs of $ 0.2 million and less than $ 0.1 million, respectively, were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income.     NOTE 6   – SUBSEQUENT EVENT   Effective July 12, 2023, Transcat purchased all of the outstanding capital stock of SteriQual, Inc. (“SteriQual”), a Florida based provider of expert consulting services to pharmaceutical, biopharmaceutical, medical device and diagnostic equipment manufacturers. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities. The total purchase price paid for SteriQual was approximately $ 4.2 million, which was paid by the issuance of 38,785 shares of our common stock valued at $ 3.3 million.  Pursuant to the asset purchase agreement, the Company held back approximately $ 0.9 million of the purchase price for certain potential post-closing adjustments.   The purchase price allocation has not been finalized, due to the timing of the acquisition and the filing date of this Quarterly Report on Form 10 -Q. Therefore, the allocation of the purchase price to the assets acquired and liabilities assumed, including values to be recognized for goodwill and other intangible assets, will be disclosed in the Quarterly Report on Form 10 -Q for the fiscal quarter ending September 23, 2023 with the pro forma results of operations from the SteriQual acquisition. The goodwill related to SteriQual is not expected to be deductible for income tax purposes. All of the goodwill and intangible assets relating to the SteriQual acquisition will be allocated to the Service segment.   17 Table of Contents   ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Forward-Looking Statements. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “seek,” “strategy,” “target,” “could,” “may,” “will,” “would,” and other similar words. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or those expressed in such forward-looking statements. You should evaluate forward-looking statements in light of important risk factors and uncertainties that may affect our operating and financial results and our ability to achieve our financial objectives. These factors include, but are not limited to, general economic conditions applicable to our business, inflationary impacts, the impact of widespread public health crises, the highly competitive nature of the industries in which we compete and in the nature of our two business segments, the concentration of Service segment customers in the life science and other FDA-regulated and industrial manufacturing industries, the significant competition we face in our Distribution segment, any impairment of our goodwill or intangible assets, tariffs and trade relations, our ability to successfully complete and integrate business acquisitions, cybersecurity risks, the risk of significant disruptions in our information technology systems, our ability to recruit, train and retain quality employees, skilled technicians and senior management, fluctuations in our operating results, our ability to achieve or maintain adequate utilization and pricing rates for our technical service providers, the prices we are able to charge for our services in our Service segment, competition in the rental market, our ability to adapt our technology, reliance on our enterprise resource planning system, technology updates, supply chain delays or disruptions, the risks related to current and future indebtedness, foreign currency rate fluctuations, risks related to our intellectual property, adverse weather events or other catastrophes or natural disasters, the volatility of our stock price, the relatively low trading volume of our common stock, changes in tax rates, changes in accounting standards, legal requirements and listing standards, and legal and regulatory risks related to our international operations. These risk factors and uncertainties are more fully described by us under the heading “Risk Factors” in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 25, 2023. You should not place undue reliance on our forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.   CRITICAL ACCOUNTING POLICIES AND ESTIMATES   There have been no material changes to our critical accounting policies and estimates from the information provided in our Annual Report on Form 10-K for the fiscal year ended March 25, 2023.   RESULTS OF OPERATIONS   Executive Summary   During our first quarter of fiscal year 2024, we had consolidated revenue of $60.6 million. This represented an increase of $5.9 million or 10.9% versus the first quarter of fiscal year 2023. This increase was primarily due to recently completed acquisitions, strong demand in our Service segment’s highly-regulated end markets and increased rental sales.   Our first quarter of fiscal year 2024 gross profit was $18.7 million. This was an increase of $2.7 million or 16.7% versus the first quarter of fiscal year 2023. In addition, consolidated gross margin was 30.9%, an increase of 160 basis points versus the first quarter of fiscal year 2023. This increase was largely the result of operating leverage on our fixed costs and accretive gross margins from our rental business.   Total operating expenses were $14.1 million in the first quarter of fiscal year 2024, an increase of $1.6 million or 13.2% when compared to the prior year first quarter. Included in operating expenses during the first quarter of fiscal year 2024 were incremental operating expenses related to the acquisitions of TIC-MS, e2b and Complete Calibrations, investments in technology and higher incentive-based employee costs due to higher sales. As a percentage of total revenue, operating expenses were 23.2% in the first quarter of fiscal year 2024, up 50 basis points from 22.7% in the first quarter of fiscal year 2023. Operating income was $4.6 million, an increase of $1.0 million, or 28.7% and operating margin increased from 6.6% to 7.7% in the first quarter of fiscal year 2024.   Net income was $2.9 million in the first quarter of fiscal year 2024 versus $3.1 million in the first quarter of fiscal year 2023.  The difference between higher operating income and lower net income compared to the prior period is due to higher interest expense and provision for income taxes.   18 Table of Contents   The following table presents, for the first quarter of fiscal year 2024 and fiscal year 2023, the components of our Consolidated Statements of Income:       (Unaudited)       First Quarter Ended       June 24,     June 25,       2023     2022   As a Percentage of Total Revenue:                 Service Revenue     65.8 %     62.0 % Distribution Sales     34.2 %     38.0 % Total Revenue     100.0 %     100.0 %                   Gross Profit Percentage:                 Service Gross Profit     32.5 %     32.0 % Distribution Gross Profit     27.7 %     25.0 % Total Gross Profit     30.9 %     29.3 %                   Selling, Marketing and Warehouse Expenses     10.7 %     10.6 % General and Administrative Expenses     12.5 %     12.1 % Total Operating Expenses     23.2 %     22.7 %                   Operating Income     7.7 %     6.6 %                   Interest and Other Expense, net     1.5 %     0.3 %                   Income Before Income Taxes     6.2 %     6.3 % Provision for Income Taxes     1.3 %     0.7 %                   Net Income     4.9 %     5.6 %   First Quarter Ended June 24, 2023 COMPARED TO First Quarter Ended June 25, 2022 (dollars in thousands):   Revenue:       First Quarter Ended     Change       June 24,     June 25,                       2023     2022     $     %   Revenue:                                 Service   $ 39,853     $ 33,876     $ 5,977       17.6 % Distribution     20,745       20,785       (40 )     (0.2 )% Total   $ 60,598     $ 54,661     $ 5,937       10.9 %   Total revenue was $60.6 million, an increase of $5.9 million, or 10.9%, in our fiscal year 2024 first quarter compared to the prior fiscal year first quarter.   Service revenue, which accounted for 65.8% and 62.0% of our total revenue in the first quarter of fiscal years 2024 and 2023, respectively, increased 17.6% from the first quarter of fiscal year 2023 to the first quarter of fiscal year 2024. This year-over-year increase included $2.2 million in revenue from acquisitions, and also included organic revenue growth of 11.2% driven by improvement in end market conditions and continued market share gains.   19 Table of Contents   Our fiscal years 2024 and 2023 Service revenue growth, in relation to prior fiscal year quarter comparisons, was as follows:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Service Revenue Growth     17.6 %     14.7 %     19.0 %     19.4 %     22.9 %   The growth in Service segment revenue during the first quarter of fiscal year 2024 versus the first quarter of fiscal year 2023 reflected both organic growth and acquisitions.   Within any fiscal year, while we add new customers, we also have customers from the prior fiscal year whose service orders may not repeat for any number of factors. Among those factors are variations in the timing of periodic calibrations and other services, customer capital expenditures and customer outsourcing decisions. Because the timing of Service segment orders can vary on a quarter-to-quarter basis, we believe trailing twelve-month information provides a better indication of the progress of this segment.   The following table presents the trailing twelve-month Service segment revenue for the first quarter of fiscal year 2024 and each quarter in fiscal year 2023 as well as the trailing twelve-month revenue growth as a comparison to that of the prior fiscal year period:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Trailing Twelve-Month:                                         Service Revenue   $ 150,860     $ 144,883     $ 139,787     $ 134,047     $ 128,324   Service Revenue Growth     17.6 %     18.8 %     20.2 %     20.9 %     21.2 %   Our strategy has been to focus our investments in the core electrical, temperature, pressure, physical/dimensional and radio frequency/microwave calibration disciplines. We expect to subcontract approximately 13% to 15% of our Service revenue to third-party vendors for calibration beyond our chosen scope of capabilities. We continually evaluate our outsourcing needs and make capital investments, as deemed necessary, to add more in-house capabilities and reduce the need for third-party vendors. Capability expansion through business acquisitions is another way that we seek to reduce the need for outsourcing. The following table presents the source of our Service revenue and the percentage of Service revenue derived from each source for the first quarter of fiscal year 2024 and for each quarter during fiscal year 2023:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Percent of Service Revenue:                                         In-House     87.3 %     86.9 %     86.2 %     86.2 %     85.4 % Outsourced     11.6 %     11.9 %     12.6 %     12.6 %     13.2 % Freight Billed to Customers     1.1 %     1.2 %     1.2 %     1.2 %     1.4 %       100.0 %     100.0 %     100.0 %     100.0 %     100.0 %   20 Table of Contents   Our Distribution sales accounted for 34.2% of our total revenue in the first quarter of fiscal year 2024 and 38.0% of our total revenue in the first quarter of fiscal year 2023. During the first quarter of fiscal year 2024, Distribution segment sales showed a decrease of 0.2% or less than $0.1 million to $20.7 million. This decrease was primarily due to slower demand for our traditional products offset by increases in rental orders.   The following table presents the quarterly historical trend of Distribution sales in fiscal years 2024 and 2023 compared to the prior year fiscal quarter:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Distribution Sales Growth (Decline)     (0.2 )%     5.1 %     3.7 %     1.6 %     2.7 %   Distribution segment sales were relatively flat in the first quarter of fiscal year 2024 versus the first quarter of fiscal year 2023.   Distribution sales orders include orders for instruments that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Backorders are the total dollar value of orders received for which revenue has not yet been recognized. Pending product shipments are primarily backorders, but also include products that are requested to be calibrated in our service centers prior to shipment, orders required by the customer to be shipped complete or at a future date, and other orders awaiting final credit or management review prior to shipment. Management uses pending product shipments and backorders as measures of our future business performance and financial performance within the distribution segment.   Our total pending product shipments at the end of the first quarter of fiscal year 2024 were $7.1 million, a decrease of $1.9 million versus the end of the first quarter of fiscal year 2023 and a decrease of $1.0 million since March 25, 2023. The year-over-year decrease in pending product shipments and backorders was a result of improved fulfillment of existing orders.   The following table presents our total pending product shipments and the percentage of total pending product shipments that were backorders at the end of the first quarter of fiscal year 2024 and each quarter of fiscal year 2023:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Total Pending Product Shipments   $ 7,109     $ 8,101     $ 9,543     $ 9,116     $ 9,034                                             % of Pending Product Shipments that were Backorders     85.0 %     84.8 %     78.4 %     80.8 %     78.1 %   Gross Profit:       First Quarter Ended     Change       June 24,     June 25,                       2023     2022     $     %   Gross Profit:                                 Service   $ 12,971     $ 10,835     $ 2,136       19.7 % Distribution     5,739       5,203       536       10.3 % Total   $ 18,710     $ 16,038     $ 2,672       16.7 %   Total gross profit for the first quarter of fiscal year 2024 was $18.7 million, an increase of $2.7 million or 16.7% versus the first quarter of fiscal year 2023. Total gross margin was 30.9% in the first quarter of fiscal year 2024, up from 29.3% in the first quarter of fiscal year 2023, a 160 basis point increase.   Service gross profit in the first quarter of fiscal year 2024 increased $2.1 million, or 19.7%, from the first quarter of fiscal year 2023. Service gross margin was 32.5% in the first quarter of fiscal year 2024, a 50 basis point increase versus the first quarter of fiscal year 2023. This increase in gross margin was the result of improved productivity offset by increased start-up costs from new client-based lab implementations.   21 Table of Contents   The following table presents the quarterly historical trend of our Service gross margin as a percent of Service revenue:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Service Gross Margin     32.5 %     34.0 %     30.0 %     32.6 %     32.0 %   Our Distribution gross margin includes net sales less the direct cost of inventory sold and the direct costs of equipment rental revenues, primarily depreciation expense for the fixed assets in our rental equipment pool, as well as the impact of rebates and cooperative advertising income we receive from vendors, freight billed to customers, freight expenses and direct shipping costs. In general, our Distribution gross margin can vary based upon the mix of products sold, price discounting, and the timing of periodic vendor rebates offered and cooperative advertising programs from suppliers.   The following table reflects the quarterly historical trend of our Distribution gross margin as a percent of Distribution sales:       FY 2024     FY 2023       Q1     Q4     Q3     Q2     Q1   Distribution Gross Margin     27.7 %     25.2 %     26.2 %     24.9 %     25.0 %   Distribution segment gross margin was 27.7% in the first quarter of fiscal year 2024 versus 25.0% in the first quarter of fiscal year 2023, a 270 basis point increase. The increase in segment gross margin was primarily due to a favorable mix of higher margin products sold and rented.   Operating Expenses:       First Quarter Ended     Change       June 24,     June 25,                       2023     2022     $     %   Operating Expenses:                                 Selling, Marketing and Warehouse   $ 6,469     $ 5,820     $ 649       11.2 % General and Administrative     7,601       6,614       987       14.9 % Total   $ 14,070     $ 12,434     $ 1,636       13.2 %   Total operating expenses were $14.1 million in the first quarter of fiscal year 2024 versus $12.4 million during the first quarter of fiscal year 2023. The year-over-year increase in selling, marketing and warehouse expenses is due to increased expenses related to recent acquisitions and higher incentive-based employee costs due to higher sales. The increase in general and administrative expenses includes incremental expenses related to acquired companies, increased payroll costs for new employees and continued investments in technology.   As a percentage of total revenue, operating expenses were 23.2% in the first quarter of fiscal year 2024 and 22.7% in the first quarter of fiscal year 2023, an increase of 50 basis points.   Income Taxes:       First Quarter Ended     Change       June 24,     June 25,                       2023     2022     $     %   Provision for Income Taxes   $ 813     $ 376     $ 437       116.2 %   Our effective tax rate for the first quarter of fiscal years 2024 and 2023 was 21.6% and 10.9%, respectively. The increase in the tax provision is due to the decreased amount of discrete tax benefit from share-based compensation activity. Our quarterly provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete benefits related to share-based compensation activity in the first quarter of fiscal years 2024 and 2023 was $0.1 million and $0.5 million, respectively.   22 Table of Contents   Net Income:       First Quarter Ended     Change       June 24,     June 25,                       2023     2022     $     %   Net Income   $ 2,949     $ 3,072     $ (123 )     (4.0 )%   Net income for the first quarter of fiscal year 2024 decreased from the first quarter of fiscal year 2023 primarily due to increased operating expenses and a higher provision for income taxes.   Adjusted EBITDA:   In addition to reporting net income, a GAAP measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, non-cash loss on sale of building, and restructuring expense), which is a non-GAAP measure. Our management believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and others to evaluate and compare the performance of our core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, our management uses Adjusted EBITDA as a measure of performance when evaluating our business segments and as a basis for planning and forecasting. Adjusted EBITDA is also commonly used by rating agencies, lenders and other parties to evaluate our credit worthiness.   Adjusted EBITDA is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.       First Quarter Ended       June 24,     June 25,       2023     2022   Net Income   $ 2,949     $ 3,072   + Interest Expense     814       360   + Other (Income) / Expense     64       (204 ) + Tax Provision     813       376   Operating Income   $ 4,640     $ 3,604   + Depreciation & Amortization     2,790       2,641   + Transaction Expense     185       30   + Other Income / (Expense)     (64 )     204   + Noncash Stock Compensation     930       828   Adjusted EBITDA   $ 8,481     $ 7,307     Total Adjusted EBITDA for the first quarter of fiscal year 2024 was $8.5 million, an increase of $1.2 million or 16.1% versus the first quarter of fiscal year 2023. As a percentage of revenue, Adjusted EBITDA increased to 14.0% for the first quarter of fiscal year 2024 from 13.4% for the first quarter of fiscal year 2023. The increase in Adjusted EBITDA during the first quarter of fiscal year 2024 was primarily driven by the increase in operating income from gross margin expansion and service revenue growth.   23 Table of Contents   Adjusted Diluted Earnings Per Share:   In addition to reporting Diluted Earnings Per Share, a GAAP measure, we present Adjusted Diluted Earnings Per Share (net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation, acquisition amortization of backlog and restructuring expense, on a diluted per share basis), which is a non-GAAP measure. Our management believes Adjusted Diluted Earnings Per Share is an important measure of our operating performance because it provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.   Adjusted Diluted Earnings Per Share is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of Diluted Earnings Per Share and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted Diluted Earnings Per Share, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.       First Quarter Ended       June 24,     June 25,       2023     2022   Net Income   $ 2,949     $ 3,072   + Amortization of Intangible Assets     1,093       1,084   + Acquisition Deal Costs     367       299   + Income Tax Effect @ 25%     (365 )     (346 ) Adjusted Net Income     4,044       4,109                     Average Diluted Shares Outstanding     7,762       7,629                     Diluted Earnings Per Share – GAAP   $ 0.38     $ 0.40                     Adjusted Diluted Earnings Per Share   $ 0.52     $ 0.54     LIQUIDITY AND CAPITAL RESOURCES   We expect that foreseeable liquidity and capital resource requirements will be met through anticipated cash flows from operations and borrowings from our revolving credit facility. We believe that these sources of financing will be adequate to meet our future requirements.   Under our Second Amended and Restated Credit Facility Agreement (the “Credit Agreement”) with Manufacturers and Traders Trust Company (“M&T”), we have access to a revolving credit commitment (the “Revolving Credit Commitment”) of $80.0 million through June 2026, with a letter of credit subfacility of $10.0 million. Our 2018 term loan, with an original principal amount of $15.0 million (the “2018 Term Loan”), is also provided for under the Credit Agreement.   The Credit Agreement allows us to use up to $50.0 million under the Revolving Credit Commitment for acquisitions in any single fiscal year. The Credit Agreement restricts our ability to complete acquisitions of businesses with a principal place of business located in the United Kingdom or the European Union to an aggregate purchase price of $40.0 million during the term of the Credit Agreement, if the acquisition is financed directly or indirectly with the Revolving Credit Commitment. Under the Credit Agreement, we may make restricted payments up to $25.0 million in the aggregate over the term of the Credit Agreement and $10.0 million in any single fiscal year to repurchase shares and pay dividends.   Interest on outstanding borrowings under the revolving credit facility accrue, at our election, at either the variable one-month London Interbank Offered Rate (“LIBOR”) or a fixed rate for a designated period at the LIBOR corresponding to such period (subject to a 0.25% floor), in each case, plus a margin. Unused fees accrue based on the average daily amount of unused credit available on the revolving credit facility. Interest rate margins and unused fees are determined on a quarterly basis based upon our calculated leverage ratio. Our interest rate for the revolving credit facility for the first quarter of fiscal year 2024 ranged from 6.4% to 6.9%. Interest on outstanding borrowings under the 2018 Term Loan accrue at a fixed rate of 3.90% over the term of the loan. The Credit Agreement includes a mechanism for the adoption of a different benchmark rate upon the discontinuance of LIBOR.  The Company was notified by M&T that effective July 1, 2023, LIBOR was discontinued and replaced with the Daily Simple SOFR plus applicable Benchmark Replacement Adjustment.   24 Table of Contents   The Credit Agreement has certain covenants with which we must comply, including a fixed charge ratio covenant, which prohibits our fixed charge coverage ratio from being less than 1.15 to 1.00, and a leverage ratio covenant, which prohibits our leverage ratio from exceeding 3.00 to 1.00. We were in compliance with all loan covenants and requirements during the first quarter of fiscal year 2024. Our leverage ratio, as defined in the Credit Agreement, was 1.50 at June 24, 2023, compared with 1.60 at March 25, 2023.   As of June 24, 2023, $37.5 million was available for borrowing under the revolving credit facility, with $42.5 million outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first quarter of fiscal year 2024 and 2023, we used $2.9 million and $4.0 million, respectively, for business acquisitions.   As of June 24, 2023, $5.9 million was outstanding on the 2018 Term Loan, of which $2.3 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025.   Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows (dollars in thousands):     Three Months Ended     June 24,   June 25,     2023   2022   Cash Provided by (Used in):             Operating Activities $ 7,536   $ 2,043   Investing Activities $ (5,636 ) $ (6,429 ) Financing Activities $ (859 ) $ 3,110     Operating Activities : Net cash provided by operations was $7.5 million during the first quarter of fiscal year 2024 compared to $2.0 million of net cash provided by operating activities during the first quarter of fiscal year 2023. The year-over-year increase in cash provided by operations was primarily the result of changes in net working capital (defined as current assets less current liabilities). The significant working capital fluctuations were as follows:     ● Receivables: Accounts receivable decreased $2.3 million during the first quarter of fiscal year 2024 inclusive of $0.5 million of accounts receivable acquired during the period. During the first quarter of fiscal year 2023, accounts receivable decreased by a net amount of $1.7 million inclusive of $0.3 million of accounts receivable acquired during the period. The year-over-year variation reflects changes in the timing of collections. The following table illustrates our “days sales outstanding” as of June 24, 2023 and June 25, 2022 (dollars in thousands):       June 24,     June 25,       2023     2022   Net Sales, for the last two fiscal months   $ 43,430     $ 38,321   Accounts Receivable, net   $ 42,356     $ 38,031   Days Sales Outstanding     61       60       ● Inventory: Our inventory strategy includes making appropriate large quantity, high dollar purchases with key manufacturers for various reasons, including maximizing on-hand availability of key products, expanding the number of SKU’s stocked in anticipation of customer demand, reducing backorders for products with long lead times and optimizing vendor purchase and sales volume discounts. As a result, inventory levels may vary from quarter-to-quarter based on the timing of these large orders in relation to our quarter end. Our inventory balance decreased $1.8 million during the first quarter of fiscal year 2024 due to timing of purchases within the quarter.  Our inventory balance increased by $2.2 million during the first quarter of fiscal year 2023 due to strategic inventory purchases during the quarter.     ● Accounts Payable: Changes in accounts payable may or may not correlate with changes in inventory balances at any given quarter end due to the timing of vendor payments for inventory, as well as the timing of payments for outsourced Service vendors and capital expenditures.  Accounts payable decreased $4.3 million during the first quarter of fiscal year 2024.  Accounts payable decreased $1.2 million during the first quarter of fiscal year 2023. The variances are largely due to the timing of inventory and capital expenditures and other payments in the respective periods.   25 Table of Contents     ● Accrued Compensation and Other Current Liabilities: Accrued compensation and other current liabilities include, among other things, amounts paid to employees for non-equity performance-based compensation. At the end of any particular period, the amounts accrued for such compensation may vary due to many factors including changes in expected performance levels, the performance measurement period, and timing of payments to employees.  During the first quarter of fiscal years 2024 and 2023, accrued compensation and other current liabilities decreased by $0.9 million and $2.8 million, respectively. The change from the first quarter of fiscal year 2023 was largely due to the annual payment of incentive based compensation accruals     ● Income Taxes Payable: In any given period, net working capital may be affected by the timing and amount of income tax payments. During the first quarter of fiscal year 2024 the net income tax payable increased by $0.6 million. During the first quarter of fiscal year 2023, income taxes payable remained flat. The year-over-year difference is due to timing of income tax payments.   Investing Activities: During the first quarter of fiscal years 2024 and 2023, we invested $2.7 million and $2.4 million, respectively, in capital expenditures that was used primarily for customer-driven expansion of Service segment capabilities and our rental business.   During the first quarter of fiscal years 2024 and 2023, we used $2.9 million and $4.0 million, respectively, for business acquisitions.   During the first quarter of fiscal year 2024, we paid $0.3 million of other holdback amounts relating to business acquisitions.  During the first quarter of fiscal year 2023, no contingent consideration or other holdback amounts were paid related to business acquisitions.   Financing Activities : During the first quarter of fiscal year 2024, $0.2 million in cash was generated from the issuance of common stock. In addition, we used $0.6 million for scheduled repayments of our term loan, $0.2 million was repaid to our revolving line of credit and $0.3 million for the “net” awarding of certain share awards to cover employee tax-withholding obligations for share award and stock option activity in fiscal year 2024, which are shown as a repurchase of shares of our common stock.   During the first quarter of fiscal year 2023, $3.8 million was borrowed from our revolving line of credit and $0.2 million in cash was generated from the issuance of common stock. In addition, we used $0.5 million for scheduled repayments of our term loan and $0.4 million for the “net” awarding of certain share awards to cover employee tax-withholding obligations for share award and stock option activity in the quarter, which are shown as a repurchase of shares of our common stock.   OUTLOOK   We have demonstrated our ability to drive growth through various economic cycles as can be seen over the past decade and a half, and we believe that will continue. During fiscal year 2024, we expect organic Service revenue growth in the high-single digit to low double-digit range and gross margin expansion. We believe our unique value proposition drives a sustainable competitive advantage in the highly regulated markets that we serve, particularly the Life Science, Aerospace, and Defense markets. Strategic, accretive acquisitions that drive synergistic growth opportunities will be a key component of our go-forward strategy.   We expect our income tax rate to range between 21% and 23% for full fiscal year 2024. This estimate includes Federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.  Although the tax rate is consistent with recent years, there will be a difference in calendarization of the tax benefit from vesting of share-based payments in fiscal year 2024.   The tax benefits are normally realized in the fiscal first quarter, but we expect to see the benefit in the second quarter of fiscal year 2024, due to a timing difference of when the awards were granted.  This benefit is expected to positively impact the tax rate by approximately 13% in the second quarter of fiscal year 2024.   26 Table of Contents   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   INTEREST RATES   Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $0.4 million assuming our average borrowing levels remained constant under the revolving credit facility. As of June 24, 2023, $37.5 million was available for borrowing under the revolving credit facility, with $42.5 million outstanding and included in long-term debt on the Consolidated Balance Sheets. As described above under “Liquidity and Capital Resources,” we also have a $15.0 million (original principal) term loan. The 2018 Term Loan is considered a fixed interest rate loan. As of June 24, 2023, $5.9 million was outstanding under the 2018 Term Loan and was included in long-term debt and current portion of long-term debt on the Consolidated Balance Sheets. The 2018 Term Loan requires total (principal and interest) repayments of $0.2 million per month.   At our option, we may borrow from our revolving credit facility at the variable one-month LIBOR or at a fixed rate for a designated period at the LIBOR corresponding to such period (subject to a 0.25% floor), in each case, plus a margin. Our interest rate margin is determined on a quarterly basis based upon our calculated leverage ratio. Our interest rate during the first quarter of fiscal year 2024 for our revolving credit facility ranged from 6.4% to 6.9%. Interest on outstanding borrowings of the 2018 Term Loan accrued at a fixed rate of 3.90% over the term of the loan. Our revolving credit facility includes a mechanism for adoption of a different benchmark rate upon the discontinuance of LIBOR. On June 24, 2023, we had no hedging arrangements in place for our revolving credit facility to limit our exposure to upward movements in interest rates.  The Company was notified by M&T that effective July 1, 2023, LIBOR was discontinued and replaced with the Daily Simple SOFR plus applicable Benchmark Replacement Adjustment.   FOREIGN CURRENCY   Approximately 90% of our total revenues for each of the first quarter of fiscal year 2024 and 2023 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars and Euros. A 10% change in the value of the Canadian dollar to the U.S. dollar and the Euro to the U.S. dollar would impact our revenue by approximately 1%. We monitor the relationship between the U.S. dollar and the Canadian dollar and the U.S. dollar and the Euro on a monthly basis and adjust sales prices for products and services sold in Canadian dollars or Euros as we believe to be appropriate.   We continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. We do not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $0.1 million during the first quarter of each of the fiscal years 2024 and 2023, was recognized as a component of Interest and Other Expense, net in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On June 24, 2023, we had a foreign exchange contract, which matured in July 2023, outstanding in the notional amount of $2.5 million. The foreign exchange contract was renewed in July 2023 and continues to be in place. We do not use hedging arrangements for speculative purposes.   ITEM 4. CONTROLS AND PROCEDURES   Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.   Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this quarterly report (our first quarter of fiscal year 2024) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   27 Table of Contents   PART II. OTHER INFORMATION   ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   ISSUER PURCHASES OF EQUITY SECURITIES       (a)     (b)     (c)   (d)   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)   Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)                                   03/26/23 - 04/22/23     721 (2)   $ 88.00 (2)     -     -                                   04/23/23 - 05/20/23     - (2)     - (2)     -     -                                   05/21/23 - 06/24/23     2,650 (2)   $ 89.60 (2)     -     -                                   Total     3,371     $ 89.26       -     -     (1) We have a Share Repurchase Plan (the “Plan”), announced on October 31, 2011, which allows us to repurchase shares of our common stock from certain of our executive officers, directors and key employees, subject to certain conditions and limitations. The purchase price is determined by the weighted average closing price per share of our common stock on The NASDAQ Global Market over the twenty (20) trading days following our acceptance of the repurchase request and may not be more than 15% higher than the closing price on the last day of the twenty (20) trading day period. We may purchase shares of our common stock pursuant to the Plan on a continuous basis, but we may not expend more than $1.0 million in any fiscal year to repurchase the shares.  Our board of directors may terminate the Plan at any time.  No shares were repurchased under the Plan during the first quarter of fiscal year 2024. (2) Shares of common stock withheld pursuant to the Transcat, Inc. 2021 Incentive Plan, as Amended and Restated, to cover employee tax-withholding obligations upon vesting of restricted stock unit awards that vested and stock option exercises in the first quarter of fiscal year 2024. Amounts in column (b) reflect the weighted average price for shares withheld in satisfaction of these tax-withholding obligations.   28 Table of Contents   ITEM 6. EXHIBITS   INDEX TO EXHIBITS   Exhibit No.   Description         (31)   Rule 13a-14(a)/15d-14(a) Certifications             31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002             31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002         (32)   Section 1350 Certifications             32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         (101)   Interactive Data File         101.INS*     Inline XBRL Instance Document         101.SCH*     Inline XBRL Taxonomy Extension Schema Document         101.CAL*     Inline XBRL Taxonomy Extension Calculation Linkbase Document         101.DEF*     Inline XBRL Taxonomy Extension Definition Linkbase Document         101.LAB*     Inline XBRL Taxonomy Extension Label Linkbase Document         101.PRE*     Inline XBRL Taxonomy Extension Presentation Linkbase Document         (104)     Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   * Exhibit filed with this report. ** Exhibit furnished with this report.   29 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.     TRANSCAT, INC.               Date: August 2, 2023 /s/ Lee D. Rudow     Lee D. Rudow     President and Chief Executive Officer (Principal Executive Officer)               Date: August 2, 2023 /s/ Thomas L. Barbato     Thomas L. Barbato     Senior Vice President of Finance and Chief Financial Officer (Principal Financial Officer)       30